**Exhibit      31.2**

**CERTIFICATION**

**PURSUANT      TO SECTION 13a-14**

**OF      THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED**

|  1. |  I                    have reviewed this annual report on Form 10-K/A of Life Partners                    Holdings,                    Inc.;                                                                                                                                                                                                                                                                                                                                                             |
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|  2. |  Based                    on my knowledge, this annual report does not contain any untrue                    statement                    of a material fact or omit to state a material fact necessary                    to make the                    statements made, in light of the circumstances under which such                    statements                    were made, not misleading with respect to the period covered                    by this                    annual report; and |
|  3. |  Based                    on my knowledge, the financial statements, and other financial                    information                    included in this annual report, fairly present in all material                    respects                    the financial condition, results of operations and cash flows                    of the                    registrant as of, and for, the periods presented in this annual                    report;                    and                    |
|  4. |  The                    registrant’s other certifying officers and I are responsible for                    establishing and maintaining disclosure controls and procedures                    (as                    defined in Exchange Act Rules 13a-15(e) and 15d-15(e))                    and internal control over financial reporting (as defined in                    Exchange Act                    Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:                      |
|     |  (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  designed                    such disclosure controls and procedures, or caused such disclosure                    controls and procedures to be designed under our supervision,                    to ensure                    that material information relating to the registrant, including                    its                    consolidated subsidiaries, is made known to us by others within                    those                    entities, particularly during the period in which this annual                    report is                    being prepared; |
|     |  (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  evaluated                    the effectiveness of the registrant's disclosure controls and                    procedures                    and presented in this report our conclusions about the effectiveness                    of                    the disclosure controls and procedures, as of the end of the                    period                    covered by this report based on such evaluation; and |
|     |  (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  disclosed                    in this report any change in the registrant’s internal control over                    financial reporting that occurred during the registrant’s most recent                    fiscal quarter (the registrant’s fourth fiscal quarter in the case of an                    annual report) that has materially affected, or is reasonably                    likely to                    materially affect, the registrant’s internal control over financial                    reporting; and |
|     |  (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | disclosed                    in this report any change in the registrant’s internal control over                    financial reporting that occurred during the registrant’s most recent                    fiscal quarter that has materially affected, or is reasonably                    likely to                    materially affect, the registrant’s internal control over financial                    reporting; and |
|  5. |  The                    registrant’s other certifying officers and I have disclosed, based on our                    most recent evaluation of internal control over financial reporting,                    to                    the registrant’s auditors and the audit committee of registrant’s board of                    directors (or persons performing the equivalent function):                                                                                            |
|     |  (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  all                    significant deficiencies in the design or operation of internal                    control                    over financial reporting which are reasonably likely to affect                    the                    registrant’s ability to record, process, summarize and report financial                    information; and |
|     |  (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  any                    fraud, whether or not material, that involves management or other                    employees who have a significant role in the registrant’s internal control                    over financial                    reporting. |

|   | /s/                David M. Martin     |
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|   | David                M. Martin         |
|   | Chief                Financial Officer |

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